He's over there with her,
I'm over here, so lonely
He never
never notices
Where do I stand?
Does he feel the same way?
I'm right here

I'm falling asleep
Falling into his dreams
He never
Never notices
Does he know that
whenever he passes by
I'm out of breath?

Why can't he be right here?
Why can't he put his arm around me?
Why can't he notice me?
He just never
never notices

I'm falling asleep
Falling into his dreams
He never
Never notices
Does he know that
whenever he passes by
I'm out of breath?

He walks ahead of me in the hallway
I try to catch up,
but I got nothing to say
I just try to get away
I just try to get him to notice me
but he never does
He sees me with tears
He's with her
He comes over to me
but he's with her
I could just walk away
cause I got nothing to say
could he tell that I'm in love?
Maybe he just never notices, cause
he's always with her
he can't see anybody but her
I pass him
with tears running down from my eyes
but he just never minds

I'm falling asleep
Falling into his dreams
He never
Never notices
Does he know that
whenever he passes by
I'm out of breath?

I'm out of breath.....